EXHIBIT 4.2(b)



NUMBER                                                              SHARES
  A-                                                            **___________**
                            SERIES A PREFERRED STOCK

                            GrandSouth Bancorporation

                   ORGANIZED UNDER THE LAWS OF SOUTH CAROLINA

         This certifies that  ___________________________________________ is the
owner of  _____________________________  shares of the Series A Preferred Stock,
no Par  Value,  of  GrandSouth  Bancorporation,  fully  paid  and  nonassessable
transferable only on the books of the Corporation by the holder hereof in person
or by duly  authorized  attorney  upon  surrender of this  certificate  properly
indorsed.

         A full statement of the  designations,  preferences,  limitations,  and
relative rights of the shares of each class of stock  authorized to be issued by
the  Corporation,  and the  variations  in the relative  rights and  preferences
between the shares of each series of preferred  stock which the  Corporation  is
authorized to issue, so far as the same have been fixed and determined,  and the
authority,  if any, of the Corporation's board of directors to fix and determine
the relative  rights and  preferences of other series of preferred  stock is set
forth in the Articles of Incorporation of the Corporation, as amended. Copies of
such Articles of Incorporation  may be obtained by any shareholder upon request,
without charge, from the office of the Corporation.

         In witness whereof, the said Corporation has caused this Certificate to
be signed by its duly authorized  officers and its facsimile seal to be hereunto
affixed.

Dated:_______________

                                [SEAL]
____________________________              ______________________________________
         Secretary                                  President



<PAGE>

                           GRANDSOUTH BANCORPORATION
                            Series A Preferred Stock

THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS
OR  OTHER  OBLIGATIONS  OF A BANK AND ARE NOT  INSURED  BY THE  FEDERAL  DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.


NOTICE. THE SIGNATURE ON THE ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THIS CERTIFICATE IN EVERY  PARTICULAR.  IF SIGNED BY AN OFFICER
OR AGENT, THE AUTHORITY OF THE SIGNER MUST BE SHOWN.

         FOR VALUE RECEIVED,____________ hereby sell, assign  and transfer  unto

         _______________________________________________________________________
         (Please print or typewrite name and address of Assignee)

         _______________________________________________________________________

         __________________________________________________________________
         (Social security or other taxpayer identifying number of assignee)

the shares  represented  by the within  Certificate,  and do hereby  irrevocably
constitute and appoint  ______________________________________________  Attorney
to transfer  the said Shares on the books of the within named  Corporation  with
full power of substitution in the premises.

         Dated _________________, 20__.     X __________________________________